A/N – I was inspired by a story I read of one of Rose's family members dying in a war, and also because of some personal things that are going on with me right now. This may get a little depressing, so be sure you have a kleenex handy.

The doctor was always a late sleeper, so when he would finally wake up and greet the new day, Rose was usually wide awake. On this particular morning, he walked into the main room of his precious ship to find Rose no where in sight. A bit unnerved by the event, he headed for her bedroom and soon found her, but in a very unexpected sight. She was sitting on the bed with her face in her hands, and was sniffling quietly. He stood there for a moment in a daze, all other worries and concerns obliterated by the sight of her tears. She was all that mattered right now.

"Rose?" he asked hesitantly. "Rose, what's wrong?" he rushed to her side on the bed and placed his hands on her arms to turn her towards him. From the tear stains on her cheeks and the smeared makeup around her eyes, she had been crying for a while.

Rose sniffled again. "Doctor, something... awful has happened." she burst into tears again, and speaking became impossible. He pulled Rose into a hug while he tried to keep calm himself; whatever had happened to make her so upset he would surely do whatever it took to see that justice was served.

"Tell me what happened." he said gently. He pulled her back to face him, but instead she stared intently at his tie and not his face.

"I have to go back home." Both of his hearts dropped, thinking that she no longer wanted to travel with him anymore. Had he done something to upset her? He wanted to ask, but she still had something to say, so he kept quiet. "Mum called me a few hours ago..." she managed through tears. "...she said she had to tell me somethin' important and that it couldn't wait any longer. She's known for months and never told anyone..."

The doctor gently rubbed her arms. "What did she tell you, Rose?" Her lips trembled and shook violently and it was several moments before she could manage to speak again.

"Mum has cancer!" Her words were like a stab in the back, and his breath froze in his chest. It took a few seconds for his brain to register that Rose was balling, and he wrapped his arms around her tightly.

"I'm sorry." he whispered in her ear. "I'm so...so sorry." He shut his eyes refusing to cry, knowing that he had to stay strong for Rose.

"She's in the hospital now, and she wants me to come see her." The Time Lord inhaled and tried to keep his words steady.

"Then we best be getting you there, I suppose."

There was no hint of humor or attempt at such in his voice as he pulled her to her feet and grabbed her hand. The walk to the TARDIS controls took a bit longer than usual, but the doctor didn't seem to notice this. All that mattered was getting Rose to the hospital before it was too late.

He ran around and pulled levels, pushed a few buttons, and with a crash they were back in London. Since the doctor had parked the TARDIS right outside the London hospital, the distance was short and they ran across the street and through the revolving doors. They almost ran into a nurse who was passing by, and when Rose asked to see Jackie Tyler, the nurse's eyes got big and she urged them to follow.

The same nurse talked with them as they hurried through the hallway. "You must be her daughter Rose, aren't you?"

"Yes, that's me."

She smiled sadly. "She's been holding on til you could come. I'm afraid she hasn't got much time left." At her words, the doctor squeezed Rose's hand even tighter than before.

When they finally made it to the room, Rose halted in the entryway. Jackie was there, connected to several tubes and monitors. She looked weak and fragile; nothing like the Jackie that slapped the doctor every chance she got. This Jackie was like nothing either one had ever seen, and it was threatening to affect even the doctor to see her this way.

Jackie caught sight of her daughter and smiled. Rose ran to her side and pulled up a chair to sit beside her. The doctor came and stood slightly behind Rose, but didn't say a word. In fact, he didn't even pay attention to the small-talk the two women made, preferring to watch their faces and the data on the monitors as he fought to keep from crying himself.

After a few idle moments of chit-chatting, the room grew deathly silent.

"Mum why didn't you tell me before?"

Jackie stared at Rose intently, and without a single thread of regret. "It wasn't your burden to bare, Rose."

"But you didn't have to bare it alone!" she insisted.

Her mother shook her head and glanced at the doctor for help. Rose had told her how he was the last of his kind, how he had grieved for decades and decades by himself. He gave her a look of understanding, and to Rose he answered, "Yes... yes she did."

"Rose you've grown to be such a beautiful person..." her mother began, and Rose shook her head violently.

"Don't talk like that! We can take you to some planet where they have the cure for cancer and you can get better! You don't have to die! Tell her, doctor!" She turned around to face him, but the Time Lord had spent enough time watching Jackie's face to know that was not what she wanted. She had already accepted that she would die, and nothing in the world could change her mind.

"We can't, Rose." he said sadly, watching her face fall. Rose was speechless.

"Doctor," Jackie interrupted, "Doctor, come here for a moment." The doctor obeyed, and found himself leaning slightly over her. She reached up to place a fragile hand on his face. "Doctor I want you to promise me something. I know I've made you promise similar things in the past, but this is the most important thing I shall ever ask of you." He could already feel his eyes watering as she talked, and he braced himself for what she could possibly say. "I want you to promise that you'll love her and care for her as much as I do."

Of all the possible last wishes of the infamous Jackie Tyler he had envisioned, that one was the least expected. He clenched his teeth as the tears finally fell and left streak marks on his face. He reached up and covered her hand with his own, and tried to regain composure to give her a proper answer.

"I promise." His voice was pitchy but he meant every word. Jackie smiled, and with her last wish fulfilled, she leaned back and closed her eyes. A moment later her heart monitor flat-lined.

"No... no no no no, mom, no!" Rose's tears came like a downpour and she began to sob.

The doctor was still holding Jackie's hand to his face, so he carefully placed it back on her chest before engulfing Rose in a tight hug. He did his best to keep from sobbing, but he didn't attempt to hold back his own tears. While Rose grieved aloud and he grieved silently, they both found that the sound of the flat-lining monitor was highly distracting. Wordlessly, he reached into his pocket for his screwdriver and aimed it at the device, and it quickly ceased. Now the only sounds in the room were of Rose's cries of anguish and pain. She was vaguely aware of the doctor's arms that were securely wrapped around her, promising to be there forever no matter what, even through his own sorrows.

But all that mattered was that the two of them seeking comfort in one another, and that was enough for the doctor.

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